KNOW Women, LLC v Michelle Holmes Contract Review
Based on my review of the contract, it appears to be a well-drafted and comprehensive agreement that covers the key terms and provisions necessary to establish a licensing relationship between the Licensor and Licensee for the provision of the Licensed Services.
The agreement is between Women, LLC (“Licensor”) and Michelle Holmes (“Licensee”), granting Licensee a non-transferable, non-sublicensable, exclusive license to use the Trademarks and Know-How associated with the “Know Women” business in connection with the sale, marketing, and provision of non-medical personal assisting services. The license is restricted to one professional services territory and begins on the Effective Date of the agreement.
Licensor retains all rights to the Trademarks and Know-How not specifically granted to Licensee. Licensee is prohibited from using the Trademarks (or any mark confusingly similar to them) as part of its corporate or trade name or any domain name without Licensor’s prior written consent. The licensee is required to comply strictly with the written directions of Licensor regarding the form and manner of the application of the Trademarks to Licensee’s promotional and business materials. Licensor has the right to police the Licensed Marks, but does not have “significant control” over Licensee’s business, nor will Licensor provide “significant control or assistance” to Licensee, as defined by the Federal Trade Commission Franchise Rule. Licensor agrees that this Agreement shall not be construed or deemed a “Franchise Agreement” between the Parties hereto.
During the Term, Licensor will provide reasonable training to Licensee in the use of the Know-How. Licensee is required to keep complete and accurate books and records showing the monthly Gross Revenue received by Licensee in connection with the use of the Trademarks. Licensor has the right to inspect and audit these books and records to ensure that the revenue share is being calculated correctly.
The agreement specifies the payment terms, revenue share, and indemnification clauses. Licensee must pay Licensor a one-time payment of $5,000 upon execution of the agreement. Licensor will receive 50% of the Gross Revenue of Memberships Sold and 25% of Gross Revenue for KNOW Book Publishing Features. Licensee will keep 100% of Gross Revenue from event ticket sales and local sponsorship dollars.
The agreement includes an indemnification clause that requires Licensee to indemnify and hold harmless Licensor from any losses, liability, damages, or expenses that Licensor may incur or be obligated to pay due to the acts of Licensee or its agents. Similarly, Licensor will indemnify and hold harmless Licensee from any losses, liability, damages, or expenses that Licensee may incur due to the infringement of a third party’s rights by the use of the trademark “Know Women”.
The agreement establishes the terms and conditions for the provision of Licensed Services by Licensee, including the exclusive right to provide Licensed Services within the specified territory, payment of royalties to Licensor, and provisions for termination, notice, and non-competition covenants.
The agreement includes provisions for severability, further assurances, and public announcements. The parties agree to be bound by the laws of the State of Arizona and to litigate any disputes in Maricopa County. If Licensee breaches the agreement, Licensor may seek equitable relief, including injunctive relief, specific performance, and any other relief available from a court. Each party waives its right to a trial by jury, and the prevailing party in any legal action may recover its reasonable attorneys’ fees.
In summary, the agreement covers the key terms and provisions necessary to establish a licensing relationship between the Licensor and Licensee for the Licensed Services, including the use of the “Know Women” trademark, payment terms, revenue share, indemnification, and the establishment of the exclusive right to provide Licensed Services within the specified territory.
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